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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
(AMENDMENT NO. 1)(1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Seacoast Banking Corporation of Florida
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(Name of Issuer)
Class A Common Stock, $0.10 par value
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(Title of Class of Securities)
81170710-8
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(CUSIP Number)
Dale M. Hudson, 192 SE Harbor Point Drive, Stuart, Florida 34996
Telephone: 561-288-6085
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 24, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include an original and
five copies of the schedule, including all exhibits. See Rule 13d-1(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 81170710-8 13D Page 2 of 6 Pages
<TABLE>
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dale M. Hudson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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</TABLE>
<TABLE>
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7 SOLE VOTING POWER
NUMBER OF 192,694(1)
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 286,946(1)
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
192,694(1)
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10 SHARED DISPOSITIVE POWER
286,946(1)
</TABLE>
<TABLE>
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,640(1) (See Item 5 below)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%(1)
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) The number of shares disclosed in items 7-11 and the percentage in
item 13, include shares of Class A Common Stock and shares of Class B Common
Stock because the shares of Class B Common Stock are convertible into shares of
Class A Common Stock at any time upon request of the holder.
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CUSIP No. 81170710-8 13D Page 3 of 6 Pages
Item 1. Security and Issuer.
This statement relates to shares of the Class A Common Stock, par
value $0.10 per share (the "Class A Common Stock"), of Seacoast Banking
Corporation of Florida, a Florida corporation, (the "Company"). The Company's
principal executive offices are located at 815 Colorado Avenue, P.O. Box 9012,
Stuart, Florida 34955-9012.
Item 2. Identity and Background.
Mr. Dale M. Hudson, currently resides at 192 SE Harbor Point Drive,
Stuart, Florida 34996. Mr. Hudson is the Chairman and a director of the Company
and of its subsidiary, First National Bank and Trust Company of the Treasure
Coast (the "Bank"). Mr. Hudson has been a director of the Company since its
formation in 1983 and a director of the Bank since 1976. Mr. Hudson is a
citizen of the United States.
During the last five years, Mr. Hudson has neither been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has he been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On February 24, 1999, Mr. Hudson transferred 105,000 shares of Class A
Common Stock and 7,500 shares of Class B Common Stock, par value $0.10 per
share ("Class B Common Stock"), by way of gift, to his wife, Mary T. Hudson,
and she immediately contributed such shares to Monroe Partners, Ltd., a Florida
limited partnership that is a family partnership (the "Partnership"). On
February 24, 1999, Mr. Hudson also contributed 105,000 shares of Class A Common
Stock and 7,500 shares of Class B Common Stock to the Partnership, in exchange
for 500 partnership units of which 10 units represent Mr. Hudson's General
Partnership interest and 490 units represent his Limited Partnership interest
in the Partnership. The value of Mr. Hudson's partnership units is currently
being appraised.. The Partnership was formed to maintain continuity of control
of the Company by Mr. Hudson's family. For further information regarding the
Partnership and the interests of the other partners, see Item 5 below.
The shares of Class B Common Stock have 10 votes per share and are
convertible into shares of Class A Common Stock at any time at the request of
the holder.
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CUSIP No. 81170710-8 13D Page 4 of 6 Pages
The Partnership may acquire additional shares of Class A and/or Class
B Common Stock from time to time.
Item 5. Interest in Securities of the Company.
Under the Commission's rules and regulations, Mr. Hudson, as of the
date of this filing, may be deemed to be the beneficial owner of a total of
440,804 shares of the Class A Common Stock, representing approximately 9.6% of
the issued and outstanding shares of the Class A Common Stock. With respect to
87,695 of such shares, Mr. Hudson has sole voting and dispositive powers. The
Partnership holds 210,000 shares of Class A Common Stock and Mr. Hudson shares
voting and dispositive powers with the other General Partner, his wife, Mary T.
Hudson. Mr. Hudson disclaims beneficial interest in all shares held by the
Partnership except to the extent of his partnership interests. Mr. Hudson also
holds 41,297 shares of Class A Common Stock jointly with his wife and shares
voting and dispositive powers over such shares. Mr. Hudson's wife, Mary T.
Hudson, holds 26,025 shares of Class A Common Stock in her own name, his
daughter, Jane Eaker, holds 24,155 shares of Class A Common Stock in her own
name, his daughter, Stephanie Forsberg, holds 24,500 shares of Class A Common
Stock in her own name and his son, Dale Jr., holds 27,132 shares of Class A
Common Stock in his own name. Mr. Hudson disclaims beneficial ownership of the
shares held in his wife's sole name and the shares held by each of his
children, over which he has no voting or dispositive powers. Mr. Hudson's
children are adults, and none of them live in the same house with Mr. and Mrs.
Hudson.
Under the Commission's rules and regulations, Mr. Hudson, as of the
date of this filing, may be deemed to be the beneficial owner of a total of
154,151 shares of the Class B Common Stock, representing approximately 41.1% of
the issued and outstanding shares of the Class B Common Stock. With respect to
104,999 of such shares, Mr. Hudson has sole voting and dispositive powers. The
Partnership holds 15,000 shares of Class B Common Stock and Mr. Hudson shares
voting and dispositive powers with the other General Partner, his wife, Mary T.
Hudson. Mr. Hudson disclaims beneficial interest in all shares held by the
Partnership except to the extent of his partnership interests. Mr. Hudson holds
20,649 shares of Class B Common Stock jointly with his wife and shares voting
and dispositive powers over such shares. Mr. Hudson's wife, Mary T. Hudson,
holds 3,960 shares of Class B Common Stock in her own name, his daughter, Jane
Eaker, holds 2,793 shares of Class B Common Stock in her own name, his
daughter, Stephanie Forsberg, holds 2,790 shares of Class B Common Stock in her
own name and his son, Dale Jr., holds 3,960 shares of Class B Common Stock in
his own name. Mr. Hudson disclaims beneficial ownership of the shares held in
his wife's sole name and the shares held by each of his children, over which he
has no voting or dispositive powers. Mr. Hudson's children are adults, and none
of them live in the same house with Mr. and Mrs. Hudson.
As a General and Limited Partner of the Partnership, Mr. Hudson shares
voting and investment powers with his wife who is the other General Partner.
The General Partners together have exclusive control of the Partnership,
subject to the
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CUSIP No. 81170710-8 13D Page 5 of 6 Pages
approval of two-thirds of the Limited Partners, in certain circumstances. Mrs.
Hudson is the only other Limited Partner at this time. As a result of being a
General Partner, Mr. Hudson is deemed to be the beneficial owner of all of the
shares held by the Partnership, although, as stated above, he disclaims
beneficial ownership in all shares held by the Partnership except to the extent
of his partnership interests.
Other than the transfers described in item 4 above, Mr. Hudson has not
engaged in any transactions relating to the Class A or Class B Common Stock
during the 60 day period preceding the date of filing of this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described herein, Mr. Hudson has no contract, arrangement,
understanding or relationship with any other person with respect to shares of
Class A or Class B Common Stock, including, but not limited to, transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Mr. Hudson and his wife contemplate that they will transfer their
Limited Partnership interests in the Partnership from time to time to trusts
for the benefit of their family members, thereby transferring indirect,
beneficial interests in the shares of the Company held by the Partnership.
Item 7. Material to be Filed as Exhibits.
None.
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CUSIP No. 81170710-8 13D Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 9, 1999
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Date
/s/ Dale M. Hudson
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Signature
Dale M. Hudson
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Name/Title
Attention: International misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001)
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